Terms of Business
SmartSale4u Terms of Business
These terms and conditions ("Terms of Business") apply to any SmartSale4u Seller Appointment & Offer Agreement ("Agreement") signed by the Seller and form part of that Agreement.
1. Interpretation
1.1 "Agent" means Buy Investment Properties Ltd trading as SmartSale4u and includes its directors, employees, representatives, contractors, subcontractors, associated companies and professional advisers.
1.2 "Property", "Target Price", "Sole Selling Rights Period" and "Selling Fees" have the meanings given in the Agreement.
1.3 These Terms of Business are incorporated into and form part of the Agreement. In the event of conflict, the signed Agreement shall prevail.
2. Sole Selling Rights
2.1 During the Sole Selling Rights Period, the Agent has sole and exclusive authority to market and dispose of the Property.
2.2 During the Sole Selling Rights Period the Seller shall not:
2.2.1 appoint any other agent or intermediary (and shall immediately terminate the engagement of any other agent or intermediary currently engaged);
2.2.2 negotiate with any prospective purchasers;
2.2.3 agree to sell or dispose of the Property other than through the Agent and pursuant to the Agreement;
2.2.4 withdraw the Property from sale or delay a transaction so as to defeat the Agent's rights.
2.3 A purchaser will be treated as introduced by the Agent if they become aware of the Property directly or indirectly through the Agent's marketing, online portal listings, investor circulation, viewings, auction listing or related activity.
2.4 The Seller's obligation to pay Selling Fees survives termination where a purchaser was introduced during the Sole Selling Rights Period.
3. Marketing Authority
3.1 The Seller authorises the Agent to:
3.1.1 list the Property on online portals;
3.1.2 market to investors;
3.1.3 sell via public or online auction;
3.1.4 assign or transfer its interest;
3.1.5 determine marketing strategy and pricing in its discretion.
3.2 The Agent may incur marketing and auction costs at its own expense unless otherwise agreed.
3.3 The Seller acknowledges that, whichever strategy the Agent determines for disposing of the Property, the Seller's entitlement to payment of the sale proceeds is limited to the Target Price.
3.4 The Seller agrees that during the Sole Selling Rights Period they shall:
3.4.1 allow access for marketing preparation, viewings, surveys and inspections;
3.4.2 not withdraw the Property from sale;
3.4.3 not create or permit any charge, restriction or third-party interest over the Property;
3.4.4 act in good faith to not frustrate or undermine the Agent's rights under this agreement.
3.5 The Parties may further agree to enter into a joint venture arrangement, if so, the Seller shall receive the Target Price, and any Selling Fees net of the Agent's costs shall be divided between the Seller and the Agent in such proportions as they may agree in writing.
4. Uplift & Selling Fees
4.1 The Seller acknowledges that their entitlement is limited to the Target Price.
4.2 Any proceeds achieved above the Target Price constitute the Selling Fees and belong to the Agent (or may be shared under a separate written joint venture arrangement).
4.3 Selling Fees are payable immediately upon completion of a sale.
4.4 The Agreement constitutes the Seller's irrevocable authority to their conveyancer to pay the Selling Fees to the Agent from completion monies and to provide the Agent with confirmation of completion and all relevant sale details, including the Seller's forwarding address and contact details.
4.5 If Selling Fees are not paid on completion, the Agent may recover the unpaid amount together with reasonable legal and recovery costs.
5. Option
5.1 In consideration of the matters set out in the Agreement, the Seller grants to the Agent an exclusive option to purchase the Property at the Target Price during the Sole Selling Rights Period.
5.2 The option is exercisable by written notice.
5.3 The Seller acknowledges that the Agent's undertaking to market the Property constitutes good and valuable consideration.
6. Registration
6.1 The Seller acknowledges that the Agreement creates a proprietary interest in land capable of protection at HM Land Registry.
6.2 The Seller consents to the Agent registering an agreed notice, unilateral notice and/or other appropriate restriction at HM Land Registry where reasonably necessary to protect its rights.
6.3 The Seller shall execute all documents and provide all assistance reasonably required to effect such registration.
7. Marketing within Cooling Off Period
7.1 The Seller instructs the Agent to market the Property immediately. The Seller understands that in doing so before the expiry of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 14-day (no obligation) cancellation period, the Seller will become liable for the reasonable administrative and marketing costs and expenses of the Agent up to the sum of £750.
7.2 To cancel, the Seller must notify the Agent by email or post before expiry of the cancellation period.
7.3 The Seller further acknowledges that if the Agent introduces a prospective purchaser to the Property before a notice of cancellation is served, the Seller will be liable to pay the fees detailed above.
8. Seller Warranties
The Seller warrants that:
8.1 the information provided is/will be accurate to the best of their knowledge and belief, and may be used by the Agent for marketing and disclosure to prospective purchasers in compliance with applicable consumer protection legislation;
8.2 they are the legal and beneficial owner of the Property and that there is no other person who has any interest in the property or the proceeds of the sale of the property;
8.3 no third-party consent is required for sale;
8.4 the amount outstanding in relation to any mortgage or charge affecting the property does not exceed the amount of the Target Price, or alternatively that any shortfall will be paid by the Seller to their conveyancer prior to exchange of contracts;
8.5 they understand that the Agent may potentially realise a higher price for the Property than the Target Price, but accepts that their entitlement to the proceeds of sale is limited to the Target Price;
8.6 they are authorised to sign the Agreement and can meet their obligations thereunder, including in relation to the Selling Fees;
8.7 they have read, understood and accept the terms and conditions of the Agreement and these Terms of Business;
8.8 they have been advised of their right to seek independent legal advice and that they enter into the Agreement freely and with full understanding of its commercial effect.
9. Assignment
The Agent may assign, novate or transfer its rights and obligations under the Agreement without the Seller's consent.
10. Termination
Following the expiry of the Sole Selling Rights Period, the Seller may terminate by notifying the Agent by e-mail to info@housebuyers4u.co.uk. The Agreement will terminate 14 days after the date the e-mail was received. Regardless of termination, the Seller remains liable to make any payment which has become due before termination of the Agreement.
11. AML & Data
The Seller consents to identity verification in accordance with applicable anti-money laundering legislation, including verification using a third-party electronic database. The Seller's data will be processed in accordance with the applicable Privacy Policy.
12. Entire Agreement
This Agreement and these Terms of Business constitute the entire agreement between the Parties and any variation is only valid if made expressly in writing between the Parties.
13. Governing Law
The Agreement and these Terms of Business are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.